Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

PhoneX Holdings, Inc.

A Delaware Corporation

150 Executive Dr., Suite Q

Edgewood, NY 11717

212-213-6805

www.wesellcellular.com

nik@phonexinc.com

SIC Code: 7200

Quarterly Report

For the Period Ending: September 30, 2021

(The "Reporting Period")

As of December 23, 2021 of shares outstanding of our Common Stock was: 43,697,308

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 43,934,311

As of June 30, 2021, the number of shares outstanding of our Common Stock was: 27,917,645

As of March 31, 2021, the number of shares outstanding of our Common Stock was 28,408,020

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 28,408,020

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of

1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes:

No: (Double-click and select "Default Value" to check)

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: No:

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: No:

  1. Name of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.

1 "Change in Control" shall mean any events resulting in:

  1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
  2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
  3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
  4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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07/23/2012 to 5/06/2019

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06/11/2010 to 07/22/2012

Money4Gold Holding, Inc.

05/23/2008 to 06/10/2010

Effective Profitable Software, Inc. 05/10/2005 to 05/22/2008

Modena 2, Inc.

11/18/2003 to 05/09/2005

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Incorporated on November 18, 2003 in the state of Delaware. No changes to incorporation since inception. Incorporation is active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: - N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: - N/A

The address(es) of the issuers principal executive office:

150 Executive Dr., Suite Q

Edgewood, NY 11717

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes:

No:

If the issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)

Security Information

Trading symbol:

PXHI

Exact title and class of securities outstanding:

Common Shares, Warrants 775,000 shares outstanding

CUSIP:

71922R106

Par or stated value:

$0.0001 per value per share

Total shares authorized:

60,000,000 shares of common

as of date: 12/23/2021

Total shares outstanding:

43,697,308 shares of common

as of date: 12/23/2021

Number of shares in the Public Float2:

21,267,696 as of date: 12/23/2021

Total number of shareholders of record:

131 as of date: 12/23/2021

Additional class of securities (if any): N/A

Transfer Agent

Name:

Equity Stock Transfer, LLC

Phone:

(212) 575-5757

Address:

237 W 37th Ave, Suite 602

New York, NY 10018

Email:

nora@equitystock.com

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

Is the Transfer Agent registered under the Exchange Act?3 Yes:

No:

  1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:

Shares Outstanding as of Second Most Recent

Fiscal Year End:

*Right-click the rows below and select "Insert" to add rows as needed.

Opening Balance

Date 01/01/2019

Common: 29,548,332

Preferred: 0

Date of

Transaction type

Number of

Class of

Value of

Were the

Individual/

Reason for share

Rest

Exemption or

Transaction

(e.g. new issuance,

Shares Issued

Securities

shares

shares

Entity Shares

issuance (e.g. for cash or

ricte

Registration

cancellation,

(or cancelled)

issued

issued at

were issued to

debt conversion) OR

d or

Type?

shares returned to

($/per

a

(entities must

Nature of Services

Unre

treasury)

share) at

discount

have individual

Provided (if applicable)

stric

Issuance

to market

with voting /

ted

price at

investment

as

the time

control

of

of

disclosed).

this

issuance

filin

?

g?

(Yes/No)

3/01/2019

New Issuance

100,000

Comm

$0.17

No

See below

Director stock

R

4(a)(2) & Rule

on

compensation

506

3/01/2019

New Issuance

20,000

Comm

$0.17

No

See below

Director stock

R

4(a)(2) & Rule

on

compensation

506

5/08/2019

New Issuance

18,020

Comm

$0.15

No

See below

Issued for services

R

4(a)(2) & Rule

on

506

11/14/2019

Stock

(21,666)

Comm

$0.13

No

See below

Stock Repurchase

R

Purchase

on

Plan

11/22/2019

Stock

(200,000)

Comm

$.075

No

See below

Stock Repurchase

R

Purchase

on

Plan

7/31/2020

Stock

(1,056,666)

Comm

$0.12

No

See below

Stock Repurchase

R

Purchase

on

Plan

4/27/2021

Stock

(312,106)

Comm

$0.53

No

See below

Stock Repurchase

R

Purchase

on

Plan

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

05/14/2021

Stock

(178,269)

Comm

$0.50

No

See below

Stock Repurchase

R

Purchase

on

Plan

08/12/2021

New Issuance

16,016,666

Comm

$0.30*

Yes

See below

Conversion of

R

4(a)(2) & Rule

on

convertible Notes

506

10/29/2021

Stock

(108,333)

Comm

$0.90

No

See below

Stock Repurchase

R

Purchase

on

Plan

12/03/2021

Stock

(166,172)

Comm

$0.90

No

See below

Stock Repurchase

Purchase

on

Plan

12/01/2021

New Issuance

4,166

Comm

$0.90

No

See below

Employee stock

R

on

plan

11/22/2021

New Issuance

33,336

Comm

$0.99

No

See below

Employee stock

R

on

plan

Shares Outstanding on Date of This Report:

Ending Balance Ending

Balance:

Date 12/23/2021

Common: 43,697,308

Preferred: 0

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2018, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2016 through September 30, 2018 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

The Issuance Report reflects names, dates, number of shares, the value and what is restricted. All issuances were new issuances of common stock and were exempt from registration under Section 4(a)(2) and Rule 506 thereunder. The reasons for issuance are as follows:

  • On March 1, 2019, Peter Benz received 100,000 shares issued upon delivery of previously issued restricted stock units
  • On March 1, 2019, Grant Fitzwilliam received 20,000 shares issued upon delivery of previously issued restricted stock units
  • On May 8, 2019, Jennifer Calabrese received 18,020 shares issues upon delivery of previously issued restricted stock units.
  • On November 14, 2019, the Company purchased 21,666 shares for a purchase price of $2,817 pursuant to its stock repurchase program
  • On November 22, 2019, the Company purchased 200,000 shares for a purchase price of $15,000 pursuant to its stock repurchase program
  • On July 31, 2020, the Company purchased 1,056,666 shares for a purchase price of $126,800 pursuant to its stock repurchase program
  • On April 27, 2021, the Company purchased 312,106 shares for a purchase price of $163,856 pursuant to its stock repurchase program
  • On May 14, 2021, the Company purchased 178,269 shares for a purchase price of $89,134 pursuant to its stock repurchase program
  • In June 2021, holders of $4,805,000 of the outstanding convertible promissory notes issued by the Company converted the notes into 16,016,666 shares of common stock at a conversion price of $0.30 per share, which was the fixed conversion price on November 20, 2018 when the convertible notes were issued. These shares were issued on August 12, 2021 following the increase in the Company's authorized common stock as follows:

Holder

Control Person

Note Amount Converted

Shares Issued

Amitabh Jhawar

$180,000

600,000

Ballista Holdings, LLC

Jan Carlsson

$500,000

1,666,667

Colin Zima

$75,000

250,000

Gerald Unterman

$1,000,000

3,333,333

Matthew Miller

$25,000

83,333

Paul Cusenza

$25,000

83,333

Piton Capital Partners LLC

Rob Averick

$1,800,000

6,000,000

Sunder Raman

$1,200,000

4,000,000

    • On October 29, 2021, the Company purchased 108,333 shares for a purchase price of $97,499.70 pursuant to its stock repurchase program
    • In November 2021, the Company issued 33,336 shares to an employee as part of its employee stock plan
    • In December 2021, the Company issued 4,166 shares to an employee as part of its employee stock plan
    • In December 2021, the Company purchased 166,172 shares for a purchase price $149,955 pursuant to its stock repurchase program
  2. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

Date of Note

Outstanding

Principal

Interest

Maturity Date

Conversion

Name of

Reason for

Issuance

Balance ($)

Amount at

Accrued

Terms (e.g.

Noteholder

Issuance (e.g.

Issuance ($)

($)

pricing

Loan, Services,

mechanism

etc.)

for

determining

conversion

of

instrument

to shares)

Use the space below to provide any additional details, including footnotes to the table above:

  • This information is limited to the indebtedness which qualifies as a security under Section 2(a)(3) of the Securities Act of 1933.
  • On November 20, 2018, PhoneX Holdings, Inc. (the "Company") raised and issued $4.805 million of convertible promissory notes. Following that, the Company issued a similar convertible note of $350,000 to its senior lender.
  • On November 20, 2018, the Company entered into a Loan and Security Agreement with Siena Lending Group, LLC (a financial institution) which provides for a revolving credit facility on the principal amount of up to $6,000,000, which matures on November 20, 2021.
  • On April 29, 2021, the Company prepaid $350,000 of its convertible notes held by the senior lender for a price of $650,000 reducing the amount of convertible notes to $4,805,000.
  • In June 2021, the holders, with the exception of the Company's former senior lender, converted $4.805 million of the convertible notes. Due to a technicality the underlying common stock was not issued until August 12, 2021.
  • On July 7, 2021, the Company terminated its Loan and Security Agreement with Siena Lending Group, LLC.

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PhoneX Holdings Inc. published this content on 23 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2021 22:26:09 UTC.